Clinton Grice ROTENBERRY, Jr.
v.
Scottye R. HOOKER.
Supreme Court of Mississippi.
*267 Vaughn Davis, Jackson, attorney for appellant.
Dana J. Swan, Clarksdale, attorney for appellee.
EN BANC.
WALLER, Justice, for the Court.
¶ 1. Scottye R. Hooker and Clinton Grice Rotenberry, Jr., were sole and equal beneficiaries of a trust. Hooker made an offer to sell Rotenberry her one-half interest in a farm held by the trust. Rotenberry accepted the offer, but Hooker rejected the acceptance because of a perceived misconstruction of the offer. Rotenberry's claim for specific performance was denied because the chancery court found that there was never an agreement with regard to the contract price and a unilateral mistake permitted rescission of the contract. We find that the chancellor was not manifestly *268 wrong in finding unilateral mistake which warranted rescission of the contract.
FACTS
¶ 2. Clinton Gilliam Rotenberry established a trust, the corpus of which consisted of farm land, bank stocks, and other accounts. The trust provided for distribution to the remainder beneficiaries, Clinton G. Rotenberry, Jr., and Scottye R. Hooker, upon the death of the last remaining income beneficiary. The last remaining income beneficiary died in 1997. At the time of termination, the trust's corpus consisted of Trustmark bank stock, various bank accounts, a leasehold interest in two lots on the reservoir, a judgment entered against a prior trustee, several policies of life insurance, and a 3,262 acre farm in Panola and Tallahatchie Counties.
¶ 3. The farm is the asset at issue in this litigation. Rotenberry and Hooker each had a one-half interest in the remainder assets. A prior trustee had borrowed money from the Met Life Company and had given a deed of trust on the farmland to secure the indebtedness. This debt had a balance of $459,000 at the time of the termination of the trust,
¶ 4. Upon termination, the trustee began preparing for distribution of the assets. Efforts were made to distribute separate assets to Rotenberry and Hooker. Rotenberry made it known that he was interested in purchasing Hooker's portion of the farmland. The trustee had been able to collect $150,000 a year from leasing the farmland. If Rotenberry and Hooker were unable to reach an agreement on the 3,262 acres, then the trustee was prepared to partition the property, with the result being that each would take one-half of the property and each would assume one-half of the Met Life debt.
¶ 5. On December 2, 1998, Patrick H. Johnson, as attorney for Hooker, communicated an offer to sell her interest in the farmland to Rotenberry's attorney. The letter specifically stated, "Earlier today I spoke with Scottye and she authorized me to offer to sell to Clint her undivided one-half interest in the 3,262 acres of the Panola and Tallahatchie County farm land for $1,062,500 less the balance of the debt due Met Life." The offer made "time of the essence" and allowed only one day for acceptance.
¶ 6. On December 3, 1998, Rotenberry authorized his attorney to accept the offer. His offer was communicated by letter transmitted by facsimile which stated, "I am authorized by Clint to accept and do hereby accept the offer of Scottye Hooker to sell to Clint her undivided one-half interest in the 3,262 acres of the Panola and Tallahatchie County farm land for $1,062,500 less the balance of the debt due Met Life."
¶ 7. On December 7, 1998, Rotenberry, through his attorney, sent a second letter to Hooker's counsel stating that he was willing to place $100,000 in escrow pending the completion of the sale if Hooker would sign a document authorizing Rotenberry to enter into a farm lease pending the closing. The farm lease from the preceding year had expired, and Hooker was attempting to secure a new farm lease to ensure the land would continue to be active and income producing.
¶ 8. On December 9, 1998, Rotenberry, through his attorney, sent a third letter to Hooker's counsel stating he was immediately ready to tender the sum of $603,500.00 ($1,062,500.00 less the $459,000.00 balance due on the Met Life debt) to finalize the transaction. This letter brought an immediate response from Hooker's attorney who considered the assessment of all of the debt instead of one-half *269 as a counteroffer and rejected the same. The December 9 letter stated:
It was my client's intent on December 3, 1998, as it has been over the last several months of negotiations, to establish a price for her interest in the farmland and to proceed from there with negotiating the remainder of the transaction once the offer was accepted.... The facts and pattern of conduct state a very clear and convincing case that this sale was and continued up to this point to be in the process of negotiation and had never been finalized.... Your client's December 9, 1998 offer to purchase Scottye's one half undivided interest less the total on the entire piece of property rather than the debt attributable to her one half interest flies in the face of equity and is totally unacceptable and is hereby rejected.
Rotenberry's attorney disagreed with this assessment and responded with a letter dated December 9, 1998, indicating a deal was struck and he was ready to perform. This letter stated:
You attempt to characterize my earlier letter of December 9, 1998, as a new offer but it obviously is not. It is merely a letter tendering full payment of the purchase price which had been agreed to in prior written communications between us which were authorized and approved by our clients.... [T]he original offer by your client was not for $1,062,500 less one half of the debt due to Met Life but was for the amount `less the balance of the debt due Met Life' This offer has been made by your client and accepted by mine. It only remains to be fulfilled by both of our clients and, as I have informed you, my client stands ready to perform.
¶ 9. Rotenberry thereafter filed a complaint seeking specific performance. A bench trial was held in which testimony was heard from only two witnesses, the attorneys who represented the parties at the time of the alleged offer and the alleged acceptance. The chancellor denied Rotenberry's request for specific performance and found that there was no meeting of the minds regarding the amount of Met Life debt to be deducted. She then applied the doctrine of unilateral mistake and rescinded the contract.
STANDARD OF REVIEW
¶ 10. The initial question of whether a contract is ambiguous is a matter of law. Lamb Constr. Co. v. Town of Renova,
DISCUSSION
I. WHETHER THE CHANCERY COURT ERRED BY FINDING THAT THERE HAD BEEN NO MEETING OF THE MINDS OF THE PARTIES.
¶ 11. Rotenberry argues that Hooker is procedurally barred from raising the issue of ambiguity because she failed to plead ambiguity in the trial court. He also asserts that the chancellor erred by finding there was no meeting of the minds regarding the amount of Met Life debt to be deducted from the price stated in Hooker's offer.
¶ 12. The argument that Hooker is barred from raising the issue of contract ambiguity because of a procedural bar is without merit. We have held that "ambiguity is not a defense that one must affirmatively set forth." Century 21 Deep *270 South Props., Ltd. v. Keys,
¶ 13. Rotenberry argues that the chancellor erred in finding there was no meeting of the minds as to the price in the agreement and allowing extrinsic evidence. We agree. The elements of a valid contract are: "(1) two or more contracting parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal capacity to make a contract, (5) mutual assent, and (6) no legal prohibition precluding contract formation." Lanier v. State,
¶ 14. When examining a contract, a court should first examine the four corners of the contract to determine how to interpret it. McKee v. McKee,
II. WHETHER THE CHANCELLOR ERRED BY FINDING THAT THE DOCTRINE OF UNILATERAL MISTAKE REQUIRES THE CONTRACT TO BE RESCINDED.
¶ 15. Rotenberry argues that the chancellor erred in finding that Hooker was entitled to recision of the contract due to unilateral mistake. He claims that Hooker is barred from raising the issue of unilateral mistake on appeal because she failed to raise the issue in the trial court, and that the evidence does not support a finding of unilateral mistake. We do not agree.
¶ 16. While Hooker did not assert unilateral mistake in her pleadings, the chancellor made specific findings in resolving the issue. Therefore we are not limited in our review of the issue. See Boutwell v. Merritt,
*271 ¶ 17. We hold that the chancellor's finding of unilateral mistake was not manifestly wrong. In Mississippi, equity will prevent an intolerable injustice such as where a party has gained an unconscionable advantage by mistake and the mistaken party is not grossly negligent:
But where the mistake is of so fundamental a character, that the minds of the parties have never, in fact, met; or where an unconscionable advantage has been gained, by mere mistake or misapprehension; and there was no gross negligence on the part of the plaintiff, either in falling into the error, or in not sooner claiming redress; and no intervening rights have accrued; and the parties may still be placed in statu quo; equity will interfere, in its discretion, in order to prevent intolerable injustice. This is the clearly defined and well established rule upon the subject, in courts of equity, both in England and America.
Miss. State Building Comm'n v. Becknell,
¶ 18. The chancellor reviewed the dealings between the parties and found that neither party had an obligation to pay any more than one-half of the debt. As the chancellor noted, "[i]f the parties could not agree upon a tenant to lease the property in order to keep the property active and producing income, in which both parties would be entitled to share equally in the profits, then why would [Hooker] agree to sell her interest less the debt to be deducted from the asking price." It is simply counterintuitive to think that Hooker would knowingly and consciously sell her one-half interest in the farmland less the amount of the entire debt when she was only obligated to pay one-half of it. A mistake to the tune of $230,000 bestows an "unconscionable advantage" upon Rotenberry.
¶ 19. There is no evidence that Hooker was negligent. She contacted Rotenberry as soon as she realized he had seized upon an obvious error. No intervening rights have accrued, no escrow was paid or accepted and the parties never changed the positions they held before Hooker's offer. The chancellor recognized the fundamental injustice of holding Hooker to such an obligation. As such, her findings were not manifestly erroneous.
CONCLUSION
¶ 20. Although the chancellor erred in allowing extrinsic evidence to determine that the parties did not agree to the amount to be deducted from the price in the agreement, we find that the chancellor did not abuse her discretion in finding that unilateral mistake entitled Hooker to rescind the contract. The chancellor's judgment is affirmed.
¶ 21. AFFIRMED.
PITTMAN, C.J., SMITH, P.J., EASLEY, CARLSON AND GRAVES, JJ., CONCUR. McRAE, P.J., DISSENTS WITH SEPARATE WRITTEN OPINION. COBB AND DIAZ, JJ., NOT PARTICIPATING.
McRAE, Presiding Justice, Dissenting.
¶ 22. The majority erroneously finds that Clinton Grice Rotenberry, Jr. ("Clint") is not entitled to specific performance of an agreement between himself and his sister Scottye R. Hooker ("Scottye"), wherein Scottye agreed to sale Clint her one half of the interest in certain farmland which had been held in trust for their benefit and distributed upon the death of the last remaining income beneficiary. The facts and applicable law on this subject *272 support a finding that a valid agreement between Scottye and Clint existed for the sale of the farm interest and specific performance of this agreement is the equitable and appropriate remedy. For these reasons, I dissent.
¶ 23. In order to fully understand the agreements between Scottye and Clint concerning the sale of the farm interest; the following facts must be recited:
(1) Patrick H. Johnson ("Pete"), as attorney for Scottye, communicated an offer to sell her interest in the farmland to Clint's attorney. The letter specifically stated:
"Earlier today I spoke with Scottye and she authorized me to offer to sell to Clint her undivided one-half interest in the 3,262 acres of the Panola and Tallahatchie County farm land for $1,062,500 less the balance of the debt due Met Life." (emphasis added).
The offer made "time of the essence" and allowed only one day for acceptance.
(2) Thereafter, Clint authorized his attorney to accept the offer. His offer was communicated by letter transmitted by facsimile. The letter specifically stated:
I am authorized by Clint to accept and do hereby accept the offer of Scottye Hooker to sell to Clint her undivided one-half interest in the 3,262 acres of the Panola and Tallahatchie County farm land for $1,062,500 less the balance of the debt due Met Life.
(emphasis added).
(3) Pressured by the necessity to execute a lease upon the farm land; Clint, through his attorney, sent a letter to Scottye's counsel stating that he was willing to place $100,000 in escrow pending the completion of the sale, if Scottye would sign a document authorizing Clint to enter into a farm lease pending the closing. The farm lease from the proceeding year had expired and Clint was attempting to secure a new farm lease to ensure the land would continue to be active and income producing.
(4) Clint, through his attorney, sent another letter to Scottye's counsel communicated he was immediately ready to tender the sum of $603,500.00 ($1,062,500.00 less the $459,000.00 balance due on the Met Life debt) to finalize the transaction.
(5) This letter brought an immediate response from Pete, Scottye's attorney. Pete stated:
It was may client's intent on December 3, 1998, as it has been over the last several months of negotiations, to establish a price for her interest in the farmland and to proceed from there with negotiating the remainder of the transaction once the offer was accepted ... The facts and pattern of conduct state a very clear and convincing case that this sale was and continued up to this point to be in the process of negotiation and had never been finalized... Your client's December 9, 1998 offer to purchase Scottye's one half undivided interest less the total on the entire price of property rather than the debt attributable to her one half interest flies in the face of equity and is totally unacceptable and is hereby rejected.
(6) Clint's attorney responded stating that:
You attempt to characterize my earlier letter of December 9, 1998, as a new offer but it obviously is not. It is merely a letter tendering full payment *273 of the purchase price which had been agreed to in prior written communications between us which were authorized and approved by our clients ... [T]he original offer by your client was not for $1,062,500 less one half of the debt due to Met Life but was for the amount `less the balance of the debt due Met Life' This offer has been made by your client and accepted by mine. It only remains to be fulfilled by both of our clients and, as I have informed you, my client stands ready to perform.
(7) Following the collapse of all negotiations to finalize the sale, Clint filed a complaint seeking specific performance.
(8) A bench trial was held in which testimony was heard from only two witnesses, the attorneys who represented the parties at the time of the alleged offer and the alleged acceptance. The testimony revealed that Pete, Scottye's attorney and her sole witness, had a vested interest in the outcome of the proceeding. Pete, along with his law partner, had acquired title to the hunting and fishing rights to Scottye's half of the property. She owed him legal fees for past services and instead of paying for those services transferred title to the hunting and fishing rights to her half of the land. Additionally, evidence presented showed that an appraisal of the property had determined the entire 3, 262 acres to be worth $2,031,000.
(9) Ultimately, the Chancellor entered a Final Order denying Clint's request for specific performance and finding ambiguity and a unilateral mistake entitling Scottye to rescission of the contract.
¶ 24. Under the applicable rules of contract construction, the doctrine of unilateral mistake, and the law regarding specific performance, a binding agreement between Scottye and Clint existed for which specific performance is an appropriate and equitable remedy.
I. UNDER THE APPLICABLE RULES OF CONTRACT LAW, THE CONTRACT IS UNAMBIGUOUS, PRECLUDING THE ADMISSION OF PAROL EVIDENCE AND ENTITLING CLINTON G. ROTENBERRY, JR. TO SPECIFIC PERFORMANCE.
¶ 25. "A valid contract must include the following essential elements: (1) two or more contracting parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal capacity to make a contract, (5) mutual assent, and (6) no legal prohibition precluding contract formation." Lanier v. State,
¶ 26. Here, it is clear that a contract formation did occur. Scottye offered and Clint accepted. His acceptance cited her offer word for word. The offer and acceptance included all the essential elements to a contract. There were two parties, Scottye and Clint. Consideration of "$1,062,500 less the balance of the Met Life debt" was stated in both the offer and acceptance. The agreement stated the land to be sold, the purchase price, the parties, and even made "time of the essence." Both Scottye and Clint have legal capacity to contract. They mutually assented to the offer. There are no legal prohibitions precluding the land sale contract.
¶ 27. Scottye argues, and the majority finds, that there was no meeting of the minds "since she didn't mean what was written." Such a finding is without merit. Scottye was careful in her land sale offer. She even hired an attorney to make the offer and complete the transaction. Her attorney even testified that Scottye is the one who set the price. He also acknowledged that the hunting and fishing rights he acquired from Scottye were worth more than the legal bills owed to him. Further, he testified that Scottye required no appraisal or expert advice before she agreed to convey him the hunting and fishing rights.
¶ 28. Also, the majority holds that the chancellor correctly found that the contract was ambiguous. The Court's analysis when confronted with the interpretation of a contract is three tiered. "First, the court will attempt to ascertain intent by examining the language contained within the `four corners' of the instrument in dispute." Pursue Energy Corp. v. Perkins,
A. FOUR CORNERS OF THE INSTRUMENT
¶ 29. The goal of the court is to give effect to the intention of the parties. "The general rule is the intention of the parties must be drawn from the words of the whole contract, and if, viewing the language used, it is clear and explicit, then the court must give effect to this contract unless it contravenes public policy." Jones v. Mississippi Farms Co.,
¶ 30. When interpreting the written language of a contract the court should apply "`correct English definition[s] and language usage.'" Pursue Energy Corp.,
¶ 31. Applying these contract principles here leads to the conclusion that the contract between Clint and Scottye is unambiguous. The only phrase suggested by Scottye and the chancellor to create ambiguity is "less the balance due on the Met Life debt." There is nothing ambiguous about this phrase. Scottye argues that "balance" as used means one half of the balance due to Met Life. As was stated earlier "[c]ourts must ascertain the meaning of the language actually used, and not `some possible but unexpressed intent of the parties.'" IP Timberlands Operating Co.,
¶ 32. "Balance" is defined to include "the remainder or rest;" "equality between the totals of the two sides of an account;" "the difference between the debit total and the credit total of an account;" and "unpaid difference represented by the excess of debits over credits." Random House Webster's Unabridged Dictionary 157 (2d ed.1998). Under these definition, "balance" does not mean what Scottye is asserting.
¶ 33. The Court of Appeals has interpreted the meaning of "may" in reference to a temporary loan requirement to substitute for the equity in the buyer's home that was otherwise necessary for the sale to occur. Langston v. Taylor,
¶ 34. Even applying the legal definition of balance, there can be no reconciliation with what Scottye claims. "Balance" is defined as "[t]o compute the difference between the debits and credits; [t]o equalize in number, force, or effect; or to bring into proportion; [and][t]o measure competing interests and offset them appropriately." Black's Law Dictionary 111 (7th ed.2000). Once Clint unequivocally accepted Scottye's offer, the contract was formed and the terms were in place. There is nothing ambiguous about the word "balance." Scottye just made a mistake in the wording of her offer; but the wording itself was not ambiguous. This Court has stated that "equity will not act to rescind a contract where the mistake was induced by the negligence of the party seeking rescission." Turner v. Terry,
¶ 35. Under the four corners rule, there is no ambiguity, and the contract is clear. "When an instrument's substance is determined to be clear and unambiguous, the parties' intent must be effectuated." Pursue Energy Corp.,
B. CANONS OF CONSTRUCTION
¶ 36. Even assuming an ambiguity in the contract exists, applying the applicable canons of construction still leads to the conclusion that the contract must be enforced. "Application of `canons' of construction may provide a court with an objective inference of the parties intent." Pursue Energy Corp.,
¶ 37. Scottye's attorney prepared the offer. Clint accepted the offer and used her exact wording in his acceptance letter. Scottye's own attorney testified that she set out the asking price, and he merely condensed it to writing. Any ambiguity as to the meaning of "balance" should be resolved in Clint's favor since he was the non-drafting party. Applying these principles, the contract should be enforced as written.
C. PAROL EVIDENCE
¶ 38. The chancellor allowed the testimony of the attorneys who prepared the offer and accepted the offer. This testimony is parol evidence. It is a well-settled principle of contract law that parol evidence should never be admitted where the terms of a contract are clear and unambiguous. Turner,
¶ 39. Here the chancellor's decision was based on parol evidence. Since the contract was unambiguous, parol evidence should not have been admitted. Furthermore, parol evidence was not used here to explain the terms of the contract but to vary the terms of the contract. There is no plausible way that the testimony of Scottye's attorney can be seen as an attempt to explain "balance." It would be absurd to assert that "balance" could mean "one half the balance." If that was her intent she should have included that wording in her offer. Scottye's attempts to construe "balance" to mean "one half the balance" are an attempt to vary the terms of the contract through the use of parol evidence. In any event, parol evidence should not have been admitted.
¶ 40. The right to make and enforce a contract is fundamental in our society.
It is fundamental that the right to make contracts pertaining to business is one of the rights guaranteed by the law of the land, and especially the fourteenth amendment to the Constitution of the United States. Unless the parties dealing with the subject-matter by their conduct modify or change the contract originally made, or so act in reference to it as to make it inconsistent for a party to claim or rely upon the contract contrary to its agreement and stipulations, it must be enforced as written.
Jones v. Mississippi Farms. Co.,
II. THE FACTS DO NOT SUPPORT A FINDING OF UNILATERAL MISTAKE ENTITLING SCOTTYE R. HOOKER TO RESCISSION.
¶ 41. The majority erroneously holds that the chancellor correctly found that Scottye is entitled to rescission of the *278 contract due to unilateral mistake. "Mississippi courts require that unilateral mistake, like mutual mistake, be proven beyond a reasonable doubt." Crosby-Mississippi Resources, Ltd. v. Prosper Energy Corp.,
¶ 42. This Court is not in the habit of granting rescission of a contract due to unilateral mistake. "`But where the mistake is of so fundamental a character, that the minds of the parties have never, in fact, met; or where an unconscionable advantage has been gained, by mere mistake or misapprehension; and there was no gross negligence on the part of the plaintiff, either in falling into the error, or in not sooner claiming redress; and no intervening rights have accrued; and the parties may still be placed in statu quo; equity will interfere, in its discretion, in order to prevent intolerable injustice.'" Miss. State Bldg. Comm'n v. Becknell,
(1) The mistake is so fundamental that the parties minds never met plus
(a) there was no gross negligence on the part of the plaintiff, either in falling into the error, or in not sooner claiming redress, and
(b) no intervening rights have accrued, and
(c) the parties may still be placed in the statu quo.
(2) That an unconscionable advantage has been gained, by mere mistake or misapprehension plus
(a) there was no gross negligence on the part of the plaintiff, either in falling into the error, or in not sooner claiming redress, and
(b) no intervening rights have accrued, and
(c) the parties may still be placed in the statu quo.
Id.
¶ 43. Under the first test, Scottye is not entitled to rescission based on unilateral mistake. As discussed above, there was an offer and acceptance. The mere fact that Scottye now retracts here the stated price and wishes to change it, does not mean that there was no "meeting of the minds". Likewise, even if Scottye intended "balance" to mean one half of the balance of the Met Life debt, she should have included language to that effect in her offer. This amounts to inexcusable negligence.
¶ 44. Under the second test, Scottye is not entitled to rescission based on unilateral mistake. There was no unconscionable advantage gained by the mistake or misapprehension. The only conceivable argument for unconscionable advantage is that Clint is getting land at below appraisal due to Scottye setting her selling price below market value. But this Court has held that inadequacy of consideration alone, will not entitle a party to rescission on the basis of unconscionability. Johnson v. Brewer,
¶ 45. In Johnson, the court found that inadequate consideration coupled with fraud entitled the plaintiffs to rescission of *279 a mineral lease.
¶ 46. Furthermore, "`[t]he law will not weigh the quantum of consideration in a contract, and so long as it is something of real value in the eyes of the law it is sufficient.'" Matter of Johnson's Will,
¶ 47. The majority relies on Becknell, for the proposition that a unilateral mistake occurred. It is argued that Scottye's mistake was an "honest mistake" as in Becknell deserving of rescission. In Becknell a construction company submitted an erroneous bid to the State Building Commission.
¶ 48. Scottye made a bad deal but that fact alone does not make her deserving of rescission due to unilateral mistake. "`[T]his court has been liberal in reviewing transactions where one party might have the advantage over another party in experience, knowledge, and wisdom; but in the absence of fraud, deceit, or fiduciary relations of some kind, the court cannot relieve a person from the consequences of his acts merely because he has not acted prudently or diligently about his contracts or other matters.'" Johnson,
¶ 49. The majority has equity step forward and give Scottye the benefit of voiding her "bad deal." While equity is appropriate relief to prevent "inequitable and fundamentally unjust" outcomes, it does not follow that this Court or any court of this State should use equity as a "re-do" for those who decide after the fact that they are not satisfied with the contractual deal they have made.
*280 III. UNDER APPLICABLE PRINCIPLES OF CONTRACT LAW, THE CONTRACT IS CLEAR AND DEFINITE, THEREFORE SUPPORTING A CLAIM FOR SPECIFIC PERFORMANCE.
¶ 50. Lastly, the majority erroneously holds that the chancellor correctly found that the contract was incapable of specific performance.
¶ 51. "Specific performance has traditionally been regarded as a remedy for breach of contract that is not a matter of right but of sound judicial discretion." Frierson,
Before a court of equity will enforce a specific contract for the sale of lands, the contract must be specific and distinct in its terms and must show with certainty that the minds of the parties have met and mutually agreed upon all the details. There must be an offer upon the one hand an unqualified acceptance of this offer upon the other; if any of these requisites be lacking, specific performance will not be declared.
Fowler v. Nunnery,
¶ 52. Clint accepted Scottye's offer verbatim and under the specific provisions provided for in her offer. Even the chancellor recognized this. There was no counter-offer or mis-description. Here, we are not dealing with inconsistent instruments. The offer and the acceptance are identical. Even the chancellor found that there was a "meeting of the minds" with regard to the offer and acceptance.
¶ 53. On this subject, it is worth looking at Estate of Smith and Busching. Estate of Smith dealt with a landowner's estate who sought rescission of a land sale option contract after having second thoughts about the purchase price.
¶ 54. The land involved in this sale is very unique to Clint. It has been in his family for years. He intended to keep the land in his family. Scottye, on the other hand, has already disposed of some of the lands rights by selling the hunting and fishing rights to her attorneys. She has exhibited no sentimental family connection to the land. After all, she traded her hunting and fishing rights to pay her legal bills.
*281 ¶ 55. The majority places great weight on the fact that if this contract is enforced, Scottye will lose $230,000, because that is Clint's one half (½) of the debt which she would be paying. This is of no consequence. In Taylor v. Firestone Tire & Rubber Co.,
¶ 56. The Chancellor erred in granting rescission of the agreement between Clint and Scottye. The Chancellor's judgment should be remanded for entry of a judgment granting specific performance of the agreement.
¶ 57. For these reasons, I dissent.
NOTES
Notes
[1] Contrary to Presiding Justice McRae's dissent, we find the agreement clear and unambiguous.
[2] This holding is consistent with this Court's recent decision regarding the admission of parol evidence in In the Matter of the Estate of Fitzner v. Fitzner, 2001-CA-01898-SCT, ___ So.2d ___,